Assignment by the Corporation. Subject to the terms of this Agreement, the Corporation may assign this Agreement to any entity merging with or acquiring the Corporation, provided the Corporation’s obligations hereunder shall be legal obligations and shall be assumed by such entity, as set forth in subsection 13(c) below.
Assignment by the Corporation. Neither this Debenture nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Corporation.
Assignment by the Corporation. The Corporation may not, without the prior written consent of the Holders, sell, transfer (by operation of law or otherwise, except in connection with a Fundamental Transaction in compliance herewith) or assign this Warrant or any of its rights or obligations hereunder.
Assignment by the Corporation. The Corporation's rights under this Lease, including the right to receive and enforce payment of the Lease Payments, have been assigned to the Lender pursuant to the Assignment Agreement. The City hereby consents to such assignment.
Assignment by the Corporation. The rights and obligations of the Corporation hereunder are fully assignable at the sole discretion of the Corporation.
Assignment by the Corporation. In consideration for advancing funds from time to time pursuant to this Agreement for the acquisition, construction and installation of the Water System Portion of the Project, the Corporation has assigned pursuant to the Assignment Agreement to the WIFIA Credit Provider as the initial Assignee, all of the Corporation’s rights, title and interest under the ISA (excepting only the Corporation’s rights to Additional Payments under Section 4.4(f) (Additional Payments) of the ISA and rights of indemnification under Section 5.2 (Release and Indemnification Covenants) of the ISA), including but not limited to
(i) the right to receive and collect all of the Installment Payments from the City; (ii) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Project, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Project; and (iii) the right to exercise such rights and remedies conferred on the Corporation under the ISA as may be necessary or convenient (y) to enforce payment of the Installment Payments and any amounts required to be credited to the payment or prepayment thereof, or (z) otherwise to protect the interests of the Corporation (and upon the assignment by the Corporation pursuant to the Assignment Agreement, the WIFIA Credit Provider, as the initial Assignee) in the event of a default by the City under the ISA. All necessary action or approvals on the part of the Corporation with respect to the foregoing has been duly and validly taken. The City and the Corporation shall, from time to time at the request of the WIFIA Credit Provider, as the initial Assignee, execute and deliver such further acknowledgments, agreements and instruments of assignment, transfer and assurance, and do all such further acts and things as may be necessary or appropriate in the reasonable opinion of the WIFIA Credit Provider, as the initial Assignee, to give effect to the provisions of this Section and to more perfectly confirm the rights, titles and interests assigned and transferred to the WIFIA Credit Provider, as the initial Assignee, pursuant to the Assignment Agreement.
Assignment by the Corporation. The Corporation hereby assigns and transfers to Assignee all covenants, agreements, obligations and provisions to be performed, discharged or observed by the Corporation under the Severance Agreement, as of the Effective Date.
Assignment by the Corporation. The Corporation may transfer and assign any and all of its rights and obligations under this Agreement, including transferring and assigning its rights to the Contractor's performance of any portion of the services provided for herein, together with the Corporation's obligations and rights pertaining to such portion of services, to any partnership, firm,
Assignment by the Corporation. The Corporation shall not assign this Agreement, as a whole or in part, without the prior written consent of the City and the Lender unless such assignment is pursuant to a merger, consolidation or transfer of the Corporation’s property substantially as an entirety permitted under this Agreement, or unless the following conditions are met:
(a) No assignment shall relieve the Corporation from primary liability for any of its obligations under this Agreement, and in the event of any such assignment, the Corporation shall continue to remain primarily liable for payment of the amounts specified in this Agreement and the performance and observance of the other agreements to be performed and observed by the Corporation under this Agreement to the same extent as though no assignment had been made.
(b) The assignee shall assume the obligations of the Corporation under this Agreement to the extent of the interest assigned.
(c) The Lender and the City shall have received an opinion of bond counsel, in form and substance satisfactory to the Lender and the City, to the effect that under then existing law the consummation of such assignment would not adversely affect the exclusion of the interest payable on the Note from gross income under the Internal Revenue Code.
(d) The Corporation shall give prior written notice of such assignment to the City and the Lender, and, within 30 days after the delivery thereof, shall furnish or cause to be furnished to the City and the Lender a true and complete copy of each assignment and assumption of obligations and an opinion of counsel that such assignment is permitted by and in compliance with the provisions of this Agreement.
Assignment by the Corporation. (a) The City understands and agrees that, upon the execution and delivery of the Assignment Agreement (which is occurring simultaneously with the execution and delivery hereof), substantially all of the Assigned Rights, which include all substantially all of the Corporation’s right, title and interest in and to this Sublease Agreement, are being be sold, assigned and transferred to the Purchaser. The City hereby consents to such sale, assignment and transfer. Upon the execution and delivery of the Assignment Agreement, references in the operative provisions hereof to the Corporation shall be deemed to be references to the Purchaser, as assignee of the Corporation.
(b) No subsequent assignment of all or a portion of the Assigned Rights shall be made except as permitted by, and in accordance with the provisions of, the Assignment Agreement. Upon any subsequent assignment to a Subsequent Assignee of all or a portion of the Assigned Rights in accordance with the provisions of the Assignment Agreement, references in the operative provisions hereof to the Corporation shall be deemed to be references such Subsequent Assignee.
